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Herbert Smith Freehills advises Centuria Capital Group on A$217 million acquisition and A$150 million equity raising

24 November 2016 | Australia
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Herbert Smith Freehills is delighted to be advising Centuria Capital Group (Centuria) on its A$217 million acquisition of the majority of 360 Capital Group’s (TGP) real estate management platform. 

The firm is also advising Centuria on its associated A$150 million fully underwritten capital raising, which comprises an innovative conditional 1 for 1 rights offer of new stapled securities, a placement  to institutional investors and a further conditional placement to institutional investors subject to Centuria securityholder approval.

As part of the acquisition, Centuria has agreed to:  

  • acquire TGP’s real estate funds management platform under 360 Capital Investment Management Limited;
  • co-investment stakes in 360 Capital Industrial Fund (TIX) (approximately 15.6%) and 360 Capital Office Fund (TOF) (approximately 19.99%). Centuria Property Funds Limited as responsible entity of Centuria Metropolitan REIT has also announced that it will acquire a further 8.8% of TOF from TGP; and
  • enter into a two year put and call option arrangement over the majority of TGP’s equity interests in four unlisted funds.

Proceeds from the capital raising will part fund the acquisition.

The acquisition and capital raising are subject to a number of conditions, including certain TGP securityholder and TOF unitholder approvals. If these approvals are not received, the acquisition and the capital raising will not proceed. In addition, the issue of Stapled Securities under the Conditional Placement is also conditional on Centuria securityholder approval.

The Herbert Smith Freehills team in relation to the capital raising was led by partner Philippa Stone and solicitor Ben Robinson.

Ms Stone said, “a conditional entitlement offer is innovative in the Australian market and we are delighted to have been able to assist Centuria on this novel and effective capital raising. We would like to congratulate Centuria on the Acquisition and wish them all the best for this next chapter.”

The Herbert Smith Freehills team in relation to the acquisition was led by partner Fiona Smedley and senior associate Yorick Ng.

Ms Smedley said, “we are thrilled to have worked with Centuria on this transformative acquisition which will substantially increase the group’s scale and position it for growth. We look forward to supporting the Centuria team to leverage the benefits of this expanded platform and its growth opportunities into the future.”

The Capital Raising is being fully underwritten by Moelis Australia Advisory Pty Ltd, who is being advised by Baker & McKenzie.

HWL Ebsworth also advised Centuria on aspects of the acquisition. Their team was led by partners James Lonie and Rowan McDonald, and also included solicitor Amy Campbell.

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